Keith Meister
About Keith Meister
Keith Meister (age 52) has served as an independent director of GeneDx Holdings Corp. (WGS) since January 2022. He is the founder, Managing Partner, and CIO of Corvex Management LP (since 2010) and previously was CEO, Principal Executive Officer, and Vice Chairman of Icahn Enterprises L.P. (2003–2010). He holds a B.A. in Government from Harvard College (cum laude). The Board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Enterprises L.P. | CEO; then Principal Executive Officer & Vice Chairman | 2003–2010 | Senior leadership of diversified holding company |
| Corvex Management LP | Founder, Managing Partner & CIO | 2010–present | Activist investor; finance/capital markets expertise |
| CM Life Sciences (SPAC) | Chairman (CMLS I) | Jul 2020–Jul 2021 | Led SPAC; precursor to current company lineage |
| CM Life Sciences II | Chairman | Dec 2020–Sep 2021 | SPAC leadership |
| CM Life Sciences III | Chairman | Jan 2021–Dec 2021 | SPAC leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| MGM Resorts International (NYSE: MGM) | Director | Also serves on affiliate BetMGM board |
| Vestis (NYSE: VSTS) | Director | Workplace uniforms and supplies provider |
| Illumina, Inc. (Nasdaq: ILMN) | Director | DNA sequencing leader |
| Harlem Children’s Zone | Chairman of the Board | Non-profit leadership |
| American Museum of Natural History | Trustee | Non-profit role |
Board Governance
- Independence: The Board determined all directors except the CEO (K. Stueland) and Chair (J. Ryan) are independent under Nasdaq rules; Meister is independent and serves solely as a director of WGS.
- Committee assignments: Audit Committee Chair; committee members: Meister (Chair), Emily Leproust, Richard C. Pfenniger Jr.
- Audit Committee independence determination: Although Meister beneficially owned ~13.54% as of April 15, 2025 (exceeding the 10% “safe harbor” in Rule 10A‑3(e)(1)(ii)(A)), the Board determined he nonetheless meets audit committee independence requirements after considering ownership, warrant exercise likelihood, and service solely as director. He is designated an “audit committee financial expert.”
- Meetings and attendance (2024): Board met 6 times; Audit 4; Compensation 5 (plus 1 written consent); Nominating & Governance 4. Each director attended at least 75% of the meetings of the Board and committees on which they served.
- Annual meeting attendance: One director attended the 2024 annual meeting.
- Leadership structure: Separate Chair (Jason Ryan) and CEO (Katherine Stueland).
- Stock ownership guidelines (adopted April 10, 2025): Non-employee directors must hold Class A common stock equal to 300% of annual cash retainer within five years; unvested time-based RSUs count; options and unearned performance awards do not.
Fixed Compensation
| Component | 2024 Director Policy | 2024 Meister Actual | 2025 Director Policy (effective Apr 10, 2025) |
|---|---|---|---|
| Annual cash retainer | $40,000 | $60,000 (includes $20,000 Audit Chair retainer) | $50,000 |
| Committee retainers | Audit: $10,000 member / $20,000 chair; Comp: $7,500 member / $15,000 chair; N&G: $5,000 member / $10,000 chair | Audit Chair: $20,000 included above | Same as 2024 |
| Board Chair premium | $40,000 (for non-exec Chair) | N/A to Meister | $50,000 (for non-exec Chair; not applicable to Meister) |
| Equity grant (annual) | RSUs with grant-date value $338,480; 12,924 RSUs granted in 2024; vest earlier of next AGM or 1-year | 12,924 RSUs; grant value $338,480 | RSUs with grant-date value $240,000; vest earlier of next AGM or 1-year |
| New director initial grant | $400,000 RSUs over 3 years | N/A | $420,000 RSUs over 3 years |
| Annual total cap | N/A disclosed | N/A | Max $750,000 per year; $1,000,000 in initial year |
Notes:
- 2024 Meister total reported: $398,480 (cash $60,000 + RSUs $338,480).
Performance Compensation
- Non-employee directors do not receive performance-based cash or equity; RSUs are time-based and vest by service term.
- Company introduced performance-based RSUs in March 2025 for named executive officers tied to revenue and adjusted net income; this does not apply to directors.
Other Directorships & Interlocks
| Company | Sector Link to WGS | Potential Interlock/Conflict Notes |
|---|---|---|
| Illumina (ILMN) | Sequencing platforms used in genetic testing industry | WGS did not disclose related-party transactions with Illumina; monitor procurement and vendor relationships given industry adjacency. |
| MGM Resorts; Vestis | Unrelated sectors | No WGS related-party transactions disclosed. |
| CMLS Holdings LLC (SPAC affiliate) | Holder of WGS shares and private placement warrants | Meister is one of two managers of CMLS Holdings; CMLS holds 333,144 shares and 204,141 private placement warrants. |
Related-party history tied to Meister:
- Registered Direct Offering (Jan 2023): Corvex Funds (affiliated with Meister) purchased 100,000,000 pre-split shares (2,353,436 post-split) for $35,000,000 at $11.55 post-split; additional 676,868 shares issued Apr 17, 2023 as part of the same offering.
Expertise & Qualifications
- Designated “audit committee financial expert.”
- Deep finance, capital markets, strategic development, and risk management experience through Corvex and Icahn Enterprises leadership.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition Details |
|---|---|---|---|
| Keith Meister | 3,863,216 | 13.54% | 7,205 direct; 3,307,519 via Corvex Management, L.P.; 333,144 via CMLS Holdings LLC; 204,141 via CMLS private placement warrants (exercisable within 60 days); 11,207 options exercisable within 60 days. |
| Shares outstanding (as of 4/15/2025) | 28,531,642 | — | Basis for ownership percentages. |
Ownership alignment and policies:
- Stock ownership guidelines: 300% of annual cash retainer within five years; unvested time-based RSUs count; options and performance awards do not.
- Insider trading policy prohibits hedging and short sales; pledging requires approval by the ITP Officer and adherence to any guidelines.
Insider Trades (2024–2025)
| Date | Type | Security | Shares | Price | Post-Transaction Beneficial Ownership | Source |
|---|---|---|---|---|---|---|
| 06/26/2024 | Grant | RSU | 12,924 | $0 | 12,924 RSUs outstanding (director award) | https://ir.genedx.com/static-files/247b179e-8b78-43c2-bd85-77b3940bfbe9 |
| 06/20/2024 | RSU settlement | Class A Common | 5,828 | $0 | 7,205 direct (after M code) | https://ir.genedx.com/static-files/12b3d981-3241-467c-9dd6-75723c7c997e |
| 05/05/2025 | Open market purchase (indirect via Corvex) | Class A Common | 26,798 | $61.20 | See filing | https://www.secform4.com/insider-trading/1818331.htm |
| 05/05/2025 | Open market purchase (indirect via Corvex) | Class A Common | 62,198 | $65.34 | See filing | https://www.secform4.com/insider-trading/1818331.htm |
| 05/06/2025 | Open market purchase (indirect via Corvex) | Class A Common | 44,942 | $62.19 | See filing | https://ir.genedx.com/static-files/7ac9d6b2-d2a7-429f-a18c-aa64a2e788b7 |
| 05/08/2025 (filed 05/12) | Open market purchase (indirect via Corvex) | Class A Common | 50,000 | $60.16 | See filing | https://ir.genedx.com/static-files/5a895d79-327a-4dfa-ace1-fc3550deb312 |
| 06/18/2025 (filed 06/23) | Annual director grant | RSU | 12,924 | $0 | 12,924 RSUs (new grant) | https://ir.genedx.com/sec-filings/sec-filing/4/0001415889-25-017993 |
Notes:
- Filings attribute indirect holdings to Corvex funds and to CMLS Holdings where applicable; Meister controls Corvex’s general partner and shares voting/investment power at CMLS Holdings.
- Transaction codes and vesting terms in 2024 filings indicate RSUs vest at the earlier of the next annual meeting or first anniversary of grant, subject to continued service. https://ir.genedx.com/static-files/247b179e-8b78-43c2-bd85-77b3940bfbe9 https://ir.genedx.com/static-files/12b3d981-3241-467c-9dd6-75723c7c997e
Director Compensation (Detail)
| Year | Cash Retainer | Committee/Chair Fees | Equity (RSUs) | Grant-Date Fair Value | Total |
|---|---|---|---|---|---|
| 2024 | $40,000 | $20,000 (Audit Chair) | 12,924 RSUs | $338,480 | $398,480 |
| 2025 Policy | $50,000 | $20,000 (Audit Chair) | Annual RSUs | $240,000 | Expected $290,000 (if same roles) |
Related Party Transactions (Conflict Surveillance)
- Corvex Funds’ Registered Direct Offering participation (Jan 26, 2023 subscription; issuances Jan 31 and Apr 17, 2023): 3,030,304 post-split shares in aggregate (2,353,436 initial + 676,868 additional) for $35,000,000 at $11.55 per post-split share. Audit Committee oversees related-party review under policy adopted July 22, 2021.
- CMLS Holdings LLC holds WGS shares and private placement warrants; Board recognized this in independence analysis for Audit Committee service.
- No Meister-specific commercial transactions (vendor/customer) with WGS disclosed beyond the Corvex/CMLS holdings; other related-party transactions in the proxy relate to Mount Sinai, OPKO, and Twist (via another director).
Equity Ownership & Alignment
- Large aligned stake: 13.54% beneficial ownership as of April 15, 2025, substantially exceeding ownership guideline levels.
- Ownership guideline: 300% of annual cash retainer for non-employee directors; five-year compliance window; unvested time-based RSUs count, options do not.
- Anti-hedging/pledging: Hedging and short sales prohibited; pledging requires pre-approval by the ITP Officer.
Governance Assessment
Strengths
- Audit Committee Chair and designated financial expert; deep financial and risk oversight background increases Board effectiveness in financial reporting and enterprise risk.
- Strong skin-in-the-game via 13.54% beneficial ownership; meaningful open-market purchases by affiliated funds in 2025 signal confidence. https://ir.genedx.com/static-files/5a895d79-327a-4dfa-ace1-fc3550deb312 https://ir.genedx.com/static-files/7ac9d6b2-d2a7-429f-a18c-aa64a2e788b7
- Robust insider trading policy (anti-hedging/shorting) and adoption of stock ownership guidelines enhance alignment.
- Attendance met ≥75% threshold; Board and committee cadence appears regular.
Watch items / RED FLAGS
- Independence outside Rule 10A‑3 10% safe harbor: Board concluded independence despite ~13.54% beneficial ownership and roles with CMLS/Corvex; investors should monitor for perceived influence over audit oversight.
- Concentrated ownership and prior related-party capital raises (Corvex Registered Direct Offering) create optics of potential conflicts; mitigated by related-party transaction policy and Audit Committee oversight.
- Multi-board commitments (MGM, Vestis, Illumina) may raise overboarding concerns for some investors; no attendance shortfalls disclosed.
- Vendor adjacency: Illumina is a leading sequencing supplier to the industry; while no WGS-Illumina related-party ties are disclosed, procurement decisions merit monitoring given industry overlap.
Overall, Meister brings significant financial oversight capability and strong ownership alignment as Audit Chair, with credible governance structures (ownership guidelines, anti-hedging policy, related-party review). The primary governance risk is perceived independence due to >10% beneficial ownership and historical affiliated financings; continued transparent Audit Committee functioning and robust related-party oversight are key to sustaining investor confidence.